DEED OF ASSIGNMENT (Publisher - Individual)

Transcription

1 FILIPINO SOCIETY OF COMPOSERS, AUTHORS AND PUBLISHERS, INC. #140 Scout Rallos Street, Brgy. Sacred Heart, Quezon City Telephone No.: loc KNOW ALL MEN BY THESE PRESENTS: DEED OF ASSIGNMENT () This DEED OF ASSIGNMENT executed this day of 20 in City, Philippines, by and between:, a sole proprietorship duly organized under Philippine laws with registered address at, represented herein by its owner / proprietor, and hereinafter referred to as ASSIGNOR ; -and- FILIPINO SOCIETY OF COMPOSERS, AUTHORS AND PUBLISHERS, INC, a non-stock non-profit corporation duly organized and existing under the laws of the Republic of the Philippines with principal office address at No. 140 Scout Rallos Street, Barangay Sacred Heart, Quezon City, Philippines, represented herein by its President, Rico Rene G. Blanco, and hereinafter referred to as FILSCAP. THE PARTIES HEREBY AGREE AS FOLLOWS: 1. DEFINITIONS 1.1 Copyrighted Work shall mean and include any musical work, whether now existing or hereafter composed, and such words as are associated with any musical work, any translation, adaptation, abridgment, arrangement and other alterations of the musical work, provided such alterations shall not affect the force of any subsisting copyright upon the original works employed or any part thereof, or be construed to imply any right to such use of the original works, or to extend or secure copyright in such original works, and any song, lyric or other literary or dramatic work which has been written for the purpose of accompanying or being associated with any musical work.

2 Page 2 of Public Performance shall be as defined under Republic Act No (otherwise known as the Intellectual Property Code of the Philippines), as may be amended from time to time. 1.3 Communication to the Public shall be as defined under Republic Act No (otherwise known as the Intellectual Property Code of the Philippines), as may be amended from time to time. 1.4 Public Performing Rights shall mean the exclusive right to carry-out, authorize and prevent the public performance and communication to the public of copyrighted works. 2. ASSIGNMENT OF PUBLIC PERFORMING RIGHTS 2.1 The ASSIGNOR hereby assigns to FILSCAP all the PUBLIC PERFORMING RIGHTS in ALL copyrighted works which are now owned or shall hereafter be owned by the ASSIGNOR during the continuance of the ASSIGNOR S membership in FILSCAP, together with all interests and shares of the ASSIGNOR in the public performing rights in all copyrighted works which may be jointly owned by the ASSIGNOR with any other person or persons, and all PUBLIC PERFORMING RIGHTS in all copyrighted works which are now vested in or shall hereafter become vested in the ASSIGNOR during the continuance of the ASSIGNOR S membership in FILSCAP. 2.2 FILSCAP shall own, hold, control, administer and enforce said public performing rights for as long as ASSIGNOR remains a member of FILSCAP. These rights of FILSCAP shall subsist and will only expire six (6) months from and after the date the ASSIGNOR ceases to be a member of FILSCAP or until this Deed of Assignment is otherwise lawfully terminated. 2.3 For the avoidance of doubt, the assignment of rights under Clause 2.1 above shall entitle FILSCAP to all the rights and remedies which ASSIGNOR had with respect to the assigned public performing rights including, but not limited to, the right to do following: License the public performance and communication to the public of the copyrighted works covered by this Assignment and collect license fees therefor; Claim penalties and/or damages for the unlicensed or unauthorized public performance or communication to the public of the copyrighted works covered by this Assignment; Take legal action (including the filing of an infringement case under FILSCAP s name) to enforce the assigned public performing rights against any person or entity who violates or infringes the said rights; and In case an infringement case has been filed, to submit the case to alternative modes of dispute resolution, to enter into stipulations or

3 Page 3 of 7 admission of facts and documents, and to enter into an amicable settlement. 2.4 ASSIGNOR shall, upon the signing of this Assignment, submit to FILSCAP a signed Declaration of Works containing the list of copyrighted works covered by this Assignment which shall be attached hereto as Annex A hereof. The ASSIGNOR shall update the Declaration of Works from time to time and any updated Declaration of Works submitted shall be deemed as annexes to, and accordingly part of, this Assignment. 3. WARRANTIES OF THE ASSIGNOR ASSIGNOR warrants: 3.1 That the copyrights over the copyrighted works covered by this Assignment (as specified in the Declarations of Works to be submitted by the ASSIGNOR to FILSCAP pursuant to Clause 2.4 above) are still valid and subsisting; 3.2 That he/she is the owner of the public performing rights assigned herein; 3.3 That he/she has full power, authority and right to assign the public performing rights referred to in Clause 2.1 above to FILSCAP; 3.4 That the rights assigned herein are free from any lien or encumbrance; 3.5 That the rights assigned herein have not been previously assigned to any other person or entity; 3.6 That the licensing of the assigned rights, and the exercise thereof by FILSCAP s licensee/s do not, or will not, infringe the copyright in any copyrighted work; and 3.7 That he/she will not enter into any agreement or do any act that could impede, prevent, delay or otherwise adversely affect FILSCAP s right or authority to issue licenses and collect royalties for the public performing rights assigned herein. 4. RESPONSIBILITIES OF THE ASSIGNOR 4.1 ASSIGNOR undertakes to execute such documents and perform such acts as may be needed or required by FILSCAP from time to time for the exercise, enforcement and protection of the rights assigned and conferred herein. 4.2 ASSIGNOR undertakes to notify FILSCAP immediately of the following: any change in ASSIGNOR s address and other contact details; address where the official notices of FILSCAP for the ASSIGNOR may be sent; and

4 Page 4 of the title and any other material particular (e.g., composer/s and copublisher/s, if any) of any copyrighted work hereafter owned or acquired by the ASSIGNOR the public performing rights over which have been assigned herein. 4.3 ASSIGNOR undertakes to keep FILSCAP harmless and indemnified against any liability, judgment, loss, penalty or expense (including legal fees) which FILSCAP may suffer or incur by reason of: any claim or demand made upon or against FILSCAP in respect of, or due to, FILSCAP s exercise of the rights assigned herein; any claim or demand made upon or against FILSCAP in respect of, or due to, FILSCAP s exercise of its rights as assignee of the rights conferred herein (such as the right to collect royalties or issue licenses for the assigned rights); and ASSIGNOR s breach of any of its warranties and undertakings under this Deed of Assignment. 5. DISTRIBUTION OF ROYALTIES 5.1 FILSCAP shall, from time to time, pay the ASSIGNOR such sums of money out of the royalties FILSCAP has collected from the exercise or licensing of the rights assigned herein in accordance with the distribution guidelines set by FILSCAP s Board of Trustees. 5.2 ASSIGNOR hereby agrees that in the event of any dispute arising between the ASSIGNOR and FILSCAP or between the ASSIGNOR and any other member of FILSCAP as to whether a particular adaptation, arrangement, translation, abridgment or other alteration of a copyrighted work is sufficiently original to be considered as a separate copyrighted work, or as to whether a work claimed by ASSIGNOR to be an original copyrighted work is in fact original, the opinion of the Board of Trustees, or such person(s) as may be appointed by the Board of Trustees (whether a member of FILSCAP or not) for the purpose of resolving the said questions, shall be final and conclusive and may accordingly be relied upon by FILSCAP in the collection or distribution of royalties or license fees. 5.3 FILSCAP reserves the right to suspend the distribution of royalties to the ASSIGNOR in the event ASSIGNOR s membership with FILSCAP is suspended until such time said suspension is lifted. For the avoidance of doubt, only those royalties collected during the period of suspension shall be withheld by FILSCAP. 5.4 FILSCAP also reserves the right to suspend the licensing of the assigned public performing rights and/or the distribution of royalties to the ASSIGNOR in the event there is a dispute over the ownership of any of the assigned rights until such time that said dispute is settled amicably by the contending parties or decided with finality by competent legal authority.

5 Page 5 of 7 6. SURVIVAL OF RIGHTS This Deed of Assignment shall amend any Deed of Assignment/s (for the assignment of public performing rights) that may have been executed by the ASSIGNOR in favor of FILSCAP but it shall in no case derogate, interrupt or terminate any right, claim or cause of action that have been acquired by FILSCAP under the said Deed of Assignment/s. IN WITNESS WHEREOF, the parties have hereunto set their hands at the date and place above written. [ASSIGNOR] FILIPINO SOCIETY OF COMPOSERS, AUTHORS AND PUBLISHERS, INC. By: (Signature over Printed Name) RICO RENE G. BLANCO President SIGNED IN THE PRESENCE OF: (Signature over Printed Name) (Signature over Printed Name)

6 Page 6 of 7 ACKNOWLEDGEMENT REPUBLIC OF THE PHILIPPINES) ) S.S. BEFORE ME, a notary public for and in, Philippines, personally appeared who was identified by me through competent evidence of identity (in the form of his/her valid ) to be the same person who executed the foregoing Deed of Assignment consisting of seven (7) pages and acknowledged to me that the same is his/her free and voluntary act and deed as well that of the corporation he/she represents. WITNESS MY HAND AND SEAL this day of, 20, in City, Philippines. NOTARY PUBLIC Doc. No. Page No. Book No. Series of.

7 Page 7 of 7 ACKNOWLEDGEMENT REPUBLIC OF THE PHILIPPINES) QUEZON CITY ) S.S. BEFORE ME, a notary public for and in Quezon City, Philippines, personally appeared RICO RENE G. BLANCO who was identified by me through competent evidence of identity (in the form of his valid Philippine Passport No. P A issued on January 25, 2017) to be the same person who executed the foregoing Deed of Assignment consisting of seven (7) pages and who acknowledged to me that the same is his free and voluntary act and deed as well that of the corporation he represents. WITNESS MY HAND AND SEAL Philippines. this day of, 20, in City, NOTARY PUBLIC Doc. No. Page No. Book No. Series of.